THE CALIFORNIA CLUB – LOS ANGELES, CALIFORNIA ANNUAL INSTITUTE (courtesy of Club member Ian Campbell) WEDNESDAY, DECEMBER 4, 2019

FEATURED SPEAKERS:

JUSTICE JOSHUA P. GROBAN California Supreme Court

PHILLIP A. WASHINGTON Chief Executive Officer Los Angeles County Metropolitan Transportation Authority (Metro)

Where Law, Business and Politics Intersect INSTITUTE FOR CORPORATE COUNSEL®

REGISTER ONLINE NOW http://gould.usc.edu/cle/icc

MCLE and CPE credit hours are available

19ICCUSC GOULD SCHOOL OF LAW - LACBA BUSINESS LAW SECTION

Don’t Miss the Special Breakfast Session for Legal

Ethics Credit!

BUSINESS LAW SECTION

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Top SpeakersThe Institute will feature California Supreme Court Justice Joshua P. Groban, Metro CEO Phillip A. Washington, former Gubernatorial press secretary and public affairs strategist Michael Bustamante, California Business Roundtable President Robert Lapsley, noted LA Times Sacramento Bureau Chief John Myers, former DOJ Deputy Assistant Attorney General Beth Brinkmann, distinguished law professors Iman Anabtawi (UCLA), Stephen Bainbridge (UCLA) and Rebecca Brown (USC), the general counsels of Fox Corp. and Fox Sports, LA Dodgers, Platinum Equity, Snap and many other prominent in house and outside practitioners.

Exceptional Networking with Hundreds of Experienced ProfessionalsMeet, reconnect and learn from your peers at five networking events – including a special breakfast session and networking cocktail party.

Practical Advice and Take-AwaysYou need to understand your clients’ economic and business environment to properly represent them. To that end, the Institute focuses on new developments in law, business and politics that affect business and legal professionals in Southern California and provides insight into best practices and changes in the law that impact local and national business operations.

Who Should Attend?The Institute is crafted to meet the needs of in house counsel and those professionals who work with them, including: outside attorneys • accountants • compliance officers • consultants • corporate officers and directors • diversity officers • financial planners • HR professionals • investors • legal administrators • legal assistants • legal technology specialists • librarians • litigation support professionals.

Who Are We?The Institute for Corporate Counsel is a collaboration of the USC Gould School of Law and the Los Angeles County Bar Association Business Law Section. For nearly 40 years, the Institute has been the premier annual event at which in house and outside counsel gather to compare notes, keep abreast of key legal developments and network with colleagues.

Sign Up Now! REGISTER ONLINE AT http://gould.usc.edu/cle/icc

Contact InformationUSC Gould School of Law – Continuing Legal Education 699 Exposition Boulevard, Suite 326, Los Angeles, California 90089-0071

Telephone: (213) 821-3580 Email: cle@law.usc.edu Website: http://gould.usc.edu/cle

Office hours are 9:00 AM to 5:00 PM Pacific Time

A Partnership of In House and Outside CounselINSTITUTE FOR CORPORATE COUNSEL

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JUSTICE JOSHUA GROBAN began serving on the California Supreme Court in January 2019. Previously he was a Senior Advisor to Governor Jerry Brown and advised the governor on judicial appointments, legal policy and legislative issues. Justice Groban advised the governor on the appointment of over 600 judges, or roughly one out of every three judges in the state. He received numerous awards from bar groups and other legal organizations for his work on judicial appointments. He also

served on a local school board, participated in mentor programs for college and law students, and frequently lectured on judicial appointments. Justice Groban has also taught State Appellate Practice at the UCLA School of Law.

Justice Groban had previously been in private practice, where he specialized in complex civil litigation, with a focus on antitrust, internal investigations, and intellectual property.

Justice Groban received his bachelor’s degree with honors and distinction from Stanford University. He received his J.D. from Harvard Law School, where he graduated cum laude. Following graduation, he clerked for the Honorable William C. Conner in the Southern District of New York.

PHILLIP WASHINGTON was unanimously selected CEO of the Los Angeles County Metropolitan Transportation Authority by the Metro Board of Directors on March 12, 2015. As Metro CEO, he manages a budget of $7.2 billion, is responsible for overseeing more than $18 billion in capital projects, and provides oversight of an agency with

nearly 11,000 employees that transports 1.2 million passengers daily riding on a fleet of 2,000 clean-air buses and six rail lines.

Metro is the lead transportation planning, programming and financing agency for LA County. As such, it is a major construction agency that oversees bus, rail, highway and other mobility-related infrastructure projects – together representing the largest modern public works program in North America. Mr. Washington was a key leader in the successful 2016 effort to pass a new half-cent sales tax in Los Angeles County, which will allow Metro to build 40 major highway and transit projects over the next 40 years, create 778,000 jobs and provide $133.3 billion in economic impact for the region.

Mr. Washington previously served as the CEO of the Denver Regional Transportation District. While in Denver, Mr. Washington implemented the nation’s first and only $2.2 billion public-private transit partnership (P3), which is still in operation.

Originally from the South Side of Chicago (the Chicago housing projects of Altgeld Gardens), Mr. Washington is a 24-year veteran of the U.S. Army, where he held the rank of Command Sergeant Major and was awarded the prestigious Defense Superior Service Medal. He holds a B.A. in Business from Columbia College, an M.A. in Management from Webster University, and is a graduate of the Harvard University Kennedy School for Senior Executives in State and Local Government.

SpeakersF E A T U R E D

JUSTICE JOSHUA P. GROBAN CALIFORNIA SUPREME COURT

PHILLIP A. WASHINGTON CHIEF EXECUTIVE OFFICER LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY

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Michael J. Bustamante Partner California Strategies, LLC

Robert C. Lapsley President California Business Roundtable Sacramento, CA

MODERATOR John Myers Sacramento Bureau Chief Los Angeles Times Sacramento, CA

10:15 – 11:15 AM Governor Newsom One Year In

How’s he doing? How’s California doing? Hear insights from the head of the Los Angeles Times

Sacramento bureau, a key leader for business interests in the State capital, and a former

Gubernatorial press secretary and public affairs strategist for a lively panel discussion on Governor

Newsom and the challenges he has faced in his first year – and beyond – the state some have

called “ungovernable”!

Ian D. Campbell INSTITUTE CO-CHAIR Vice Chairman The Abernathy MacGregor Group

Angel Gomez INSTITUTE CO-CHAIR Epstein Becker & Green, P.C.

9:00 – 10:00 AM Special Breakfast Session

The New California Rules of Professional Conduct: What All Attorneys Need to Know

In November 2018, amended rules of professional conduct adopted by the California Supreme Court

went into effect. The amended rules contain substantive changes to existing rules, as well as the adoption of several new rules. This session reviews the changes that attorneys need to be aware of as

they go about their everyday practice. Ensure you are complying with the new Rules of Professional Conduct

and avoid run-ins with the State Bar. e 1 hour of MCLE legal ethics credit available

8:00 AM Check-In and Continental Breakfast

Merri A. Baldwin Rogers Joseph O’Donnell, PC San Francisco, CA

Scott B. Garner Umberg Zipser LLP

10:00 – 10:15 AM Welcome and Opening Remarks

11:15 – 11:35 AM Networking Break

19ICC PROGRAM

USC GOULD SCHOOL OF LAW - LACBA BUSINESS LAW SECTION

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Stephen M. Bainbridge William D. Warren Distinguished Professor of Law UCLA School of Law

Eva Davis Winston & Strawn LLP

Edward B. Micheletti Skadden, Arps, Slate, Meagher & Flom LLP Wilmington, DE

MODERATOR Iman Anabtawi Professor of Law UCLA School of Law

T R A N S A C T I O N A L T R A C K S E S S I O N 1 B

M&A: Delaware Law Updates Join an experienced Delaware litigator, a seasoned

M&A transactional attorney, and prominent UCLA business law professors for a discussion regarding

the most recent corporation law cases in Delaware and their impact on how deals are executed.

The panel will highlight cutting edge trends and developments bearing on a variety of issues faced by M&A lawyers such as deal process, deal protections,

disclosure and appraisal rights, among others.

Paul Berkowitz Sheppard, Mullin, Richter & Hampton LLP

Janelle C. Carney Law Office of Joseph Antonelli

Hon. Jay C. Gandhi (Ret.) JAMS

MODERATOR Angel Gomez Epstein Becker & Green, P.C.

11:35 AM – 12:35 PM L I T I G A T I O N T R A C K S E S S I O N 1 A

Wage and Hour Class Actions: Can Over 5,000 New Filings Each Year in

California Be Telling Us Something?

Learn from this expert panel as they look at the continuing torrent of wage/hour class actions with

settlements ranging in excess of $5,000,000 – including recent updates in the law, preventive

measures employers should be considering, best practices during litigation, and settlement strategies.

In addition, there will be a brief discussion of other recent developments, including the AB5 bill.

Continuing Education CreditsATTORNEYS. Minimum Continuing Legal Education (MCLE): USC Gould School of Law, a State Bar of California-approved MCLE provider, certifies that this activity qualifies for minimum continuing legal education credit in the amount of 7 hours of which 1 hour may apply to legal ethics credit. This event may or may not meet the requirements for continuing legal education in other states. Please check with the bar association or Supreme Court in the state in which you are seeking credit to determine if this event is eligible.

e indicates the number of hours of MCLE legal ethics credit available for a particular session.

ACCOUNTANTS. Continuing Professional Education (CPE): This program meets the guidelines set by the California State Board of Accountancy in the amount of 6.5 hours.

12:35 – 2:20 PM Luncheon Presentation

The Future of Los Angeles as a Global Metropolis: A Conversation with

Phillip A. WashingtonHear Metro CEO Phillip Washington for a 30 minute luncheon discussion in which he shares his insights

about Los Angeles’ transportation challenges, progress, strategies for the future, and how they

affect the economic future of the city.

Phillip A. Washington Chief Executive Officer Los Angeles County Metropolitan Transportation Authority

Ian D. Campbell Vice Chairman The Abernathy MacGregor Group

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Eileen Cohen Senior Counselor The Abernathy MacGregor Group New York, NY

Dr. Bonnie G. Hill Board Member, Banc of California Co-Founder, Icon Blue, Inc.

Ted Moon Executive Director Moelis & Company

Steven B. Stokdyk Latham & Watkins LLP

T R A N S A C T I O N A L T R A C K S E S S I O N 2 B

Board of Directors and Corporate Governance Developments

This accomplished panel will discuss recent developments and best practices in corporate governance, including fiduciary duties, board

composition and conduct of meetings, and how shareholder activism is changing the landscape.

Alexis Miller Buese Sidley Austin LLP

Joni Lee Gaudes Vice President, General Counsel ASICS America Corporation

Andrew Shaxted Senior Director, Data Privacy FTI Consulting Chicago, IL

MODERATOR Stacey Olliff Senior Vice President, Business & Legal Affairs Prodege, LLC

2:20 – 3:20 PM L I T I G A T I O N T R A C K S E S S I O N 2 A

The CCPA and Beyond: What You Need to Know Now!

Ground-breaking privacy legislation, the California Consumer Privacy Act (CCPA), is in its final countdown and many company legal

teams are now at DEFCON 1, scrambling to respond. What are the top 5 things a company

needs to do to survive impact? What helpful amendments to the CCPA have been approved, and what more may be coming? What are other

states doing? This panel will share the latest and most actionable information for updating

your privacy and data security practices to comply with CCPA and thrive in the uncertain

privacy world to come.

3:25 – 4:25 PM Business Cases on the Docket of the

United States Supreme CourtThe 2019 term of the Court includes cases

involving employment discrimination, environmental laws, intellectual property

rights, and arbitration, among others. Our panel of Supreme Court advocates will discuss

recent decisions and cases still to be argued and decided that may affect your practice and

your clients’ businesses.

Beth S. Brinkmann Former Deputy Assistant Attorney General U.S. Department of Justice, Civil Division Covington & Burling LLP Washington, D.C.

Scott L. Nelson Attorney, Litigation Group Public Citizen Washington, D.C.

MODERATOR Rebecca L. Brown The Rader Family Trustee Chair in Law USC Gould School of Law

4:25 – 4:40 PM Networking Dessert Break

3:20 – 3:25 PM Passing Period

4:40 – 5:40 PM The General Counsel Perspective:

What Keeps Us Up at NightExperienced general counsel will discuss current issues that they and their legal departments are

grappling with and the potential big issues of tomorrow. The panelists will also discuss how

they and their teams try to anticipate new trends and stay on top of changes in their companies,

their industries and the laws and regulations that affect them.

Kris Agarwal General Counsel Platinum Equity Advisors, LLC

Sam Fernandez Executive Vice President General Counsel Los Angeles Dodgers

Michael J. O’Sullivan General Counsel Snap Inc.

Claudia Teran Executive Vice President Corporate General Counsel Fox Corp. and Fox Sports

MODERATOR Paul B. Salvaty Hogan Lovells US LLP

5:40 – 6:15 PM A Conversation with California

Supreme Court Justice Joshua P. GrobanJustice Joshua Groban, in conversation with Mark

Haddad, will address changes to and challenges facing the Supreme Court of our nation’s largest

and most dynamic state.

Justice Joshua P. Groban California Supreme Court San Francisco, CA

Mark E. Haddad Lecturer in Law USC Gould School of Law

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6:15 – 7:15 PM Networking Cocktail Party

Join Institute speakers and participants for a cocktail party hosted by JAMS.

upcoming USC Gould School of Law programs

TAX January 27-29, 2020

Millennium Biltmore Hotel – Los Angeles, California

INTELLECTUAL PROPERTY March 17, 2020

Fairmont Miramar Hotel & Bungalows – Santa Monica, California

REAL ESTATE LAW AND BUSINESS April 2, 2020

Jonathan Club – Los Angeles, California

Email cle@law.usc.edu to join our mailing list and receive the latest updates about our programs or visit http://gould.usc.edu/cle for more information.

PLATINUM SPONSORS JAMS**

GOLD SPONSORSThe Abernathy MacGregor Group**Activision Blizzard Legal Department*Akin Gump Strauss Hauer & Feld LLP**California Resources CorporationCarlton FieldsFTI Consulting

Hogan Lovells US LLP*Latham & Watkins LLP**Loeb & Loeb LLPSidley Austin LLP**Skadden, Arps, Slate, Meagher & Flom LLP**Winston & Strawn LLP**

SILVER SPONSORSAECOM*Alston & Bird LLP*Alvarez & Marsal Disputes and InvestigationsArent Fox LLPASGN Incorporated*Avery Dennison Corporation*Bank of America, N.A.**Berkeley Research Group, LLCBlank Rome LLPCapital Research and Management Company*CBRECiti Private Bank Comcast | NBCUniversal**Cooley LLPCooperative of American Physicians, Inc.Cozen O’ConnorDavis Wright Tremaine LLPEpstein Becker & Green, P.C.** Ernst & Young LLP*Foundation Law GroupFragomen, Del Rey, Bernsen & Loewy, LLP**Gibson, Dunn & Crutcher LLP**GlassRatnerGMSR Appellate LawyersGreenberg Gross LLPGreenberg Traurig, LLP**Guess?, Inc.*Gumbiner Savett Inc.Honda North America, Inc.Houlihan Lokey

Infineon Technologies Americas Corp.*Klee, Tuchin, Bogdanoff & Stern LLP*KPMG LLP**Live NationLocke Lord LLPManatt, Phelps & Phillips, LLP*Maschoff BrennanMcKool SmithMiller Barondess, LLPMintzMorrison & Foerster LLP**Munger, Tolles & Olson LLP*Musick, Peeler & Garrett LLPNorton Rose Fulbright**O’Melveny & Myers LLP**Panda Restaurant Group, Inc.*Paramount Pictures**Paul Hastings LLP**Payden & RygelProdege, LLC (Swagbucks/MyPoints/ ShopAtHome/InboxDollars)Proskauer**Reed Smith LLPRL Fein, Inc., A Professional Corporation**Stout Risius Ross, LLCSullivan & Cromwell LLPTeledyne Technologies Incorporated*TPx Communications**Vedder PriceWilmer Cutler Pickering Hale and Dorr LLP

Institute for Corporate Counsel SponsorsThe Institute for Corporate Counsel gratefully acknowledges the generous contributions of

the following Institute Sponsors and Supporters.

Please visit http://gould.usc.edu/cle/icc for a complete and up-to-date list of Institute Sponsors and Supporters.

*5 or more consecutive years of sponsorship. **10 or more consecutive years of sponsorship.

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SUPPORTERSBeverly Hills Bar AssociationBlack Women Lawyers of Los Angeles Business Law Section of the State Bar of CaliforniaJapanese American Bar Association

Korean American Bar AssociationMexican American Bar AssociationThai American Bar AssociationWomen Lawyers Association of Los Angeles

Ian D. Campbell INSTITUTE CO-CHAIR Vice Chairman The Abernathy MacGregor Group

Angel Gomez INSTITUTE CO-CHAIR Epstein Becker & Green, P.C.

Laura C. Abrahamson Senior Vice President, Deputy General Counsel – Global Head of Litigation AECOM

Kristin Adrian General Counsel Chief Compliance Officer ARA I American Realty Advisors

June M. Baldwin Senior Vice President General Counsel, Corporate and Legal Affairs Public Media Group of Southern California

Charles S. Barquist Maschoff Brennan

Katherine J. Blair Manatt, Phelps & Phillips, LLP

Barry L. Burten Jeffer Mangels Butler & Mitchell LLP

Scott J. Calfas Gibson, Dunn & Crutcher LLP

Apalla U. Chopra O’Melveny & Myers LLP

Antonio D’Amico Senior Vice President, Special Projects AECOM

Deborah S. Feinerman Retired Executive Vice President, Business Affairs & Legal Paramount Pictures

Andrew D. Garelick Skadden, Arps, Slate, Meagher & Flom LLP

Lois Moonitz Jacobs Kralik & Jacobs LLP

Barbara A. Jones Greenberg Traurig, LLP

Amy P. Lally Sidley Austin LLP

Diana Hughes Leiden Winston & Strawn LLP

Lawrence A. Michlovich Vice President General Counsel Infineon Technologies Americas Corp.

Nicolas Morgan Paul Hastings LLP

Stacey Olliff Senior Vice President, Business & Legal Affairs Prodege, LLC

Steven B. Stokdyk Latham & Watkins LLP

ICC Board of Governors

ICC Emeriti Governors and Advisory BoardThe Institute’s Board of Governors gratefully acknowledges and honors the pioneering

achievements and enduring leadership of the Emeriti Governors and the expertise

and insight of the Institute’s Advisory Board. For a complete list of Emeriti Governors

and Advisory Board members, please visit http://gould.usc.edu/cle/icc.

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Sponsorship and Speaking Opportunities

Don’t miss a great marketing opportunity! Sponsorship and speaking opportunities are available for the ICC’s Advisory Board Receptions. Email us at cle@law.usc.edu or call (213) 821-3580 for more information.

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Frequently Asked Questions

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REGISTRATION AND SPONSORSHIPInstitute tickets may be purchased as part of an Institute sponsorship or individually as indicated on the inside back cover of this brochure. Your all-day ticket or sponsorship fee includes the Institute program, breakfast and the breakfast session, the luncheon and keynote presentation, refreshment breaks, networking cocktail party, Institute app (an electronic guidebook to the Institute) and an electronic download of the Institute’s Syllabus.

LOCATION, PARKING AND HOTEL ACCOMMODATIONSThe Institute will be held at: The California Club (courtesy of Club member Ian Campbell) 538 South Flower Street, Los Angeles, CA 90071 Website: www.californiaclub.org

Complimentary parking will be available at the Los Angeles Public Library garage (adjacent to the Club at 524 South Flower Street) with validation. Validations may be obtained at Will Call. Self-parking at the Library garage without validation costs $35. Parking will not be available at the Club garage.

For information regarding nearby hotel accommodations, please email us at cle@law.usc.edu or contact Wendy Wiley Willett at (213) 821-3579.

CHECK-IN AND BADGE PICK UPCheck-in begins at 8:00 AM. Badges will be held at Will Call, located inside the Great Hall on the first floor of the Club.

DRESS CODEThe dress code for the Institute is business attire. No jeans or athletic shoes are permitted at any time. Jackets and ties for gentlemen are required after 6:00 PM on the first floor of the Club.

SPECIAL REQUIREMENTS?The Institute for Corporate Counsel welcomes the participation of individuals with special needs. If you require special accommodations, or a vegetarian/vegan/gluten free diet, or have any other questions, please contact the USC Gould Continuing Legal Education office at cle@law.usc.edu or call (213) 821-3580 for assistance.

SYLLABUSAn up-to-date reference volume prepared by our speakers will be distributed electronically to registrants prior to the Institute. The Syllabus may also be purchased after the Institute for $150. Visit www.gould.usc.edu/cle/icc for more information or to order.

CANCELLATIONSAll registrations and purchases are final and non-refundable.

Follow the Institute for Corporate Counsel (@ICCGovernors) #ICCLAW19

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Organization/Law School:

Address:

City: State: Zip:

Telephone: Email:

Check here if you prefer not to share your contact information with our sponsors.

Check here if you are a USC Gould alumnus. Class Year:

Registration FormINSTITUTE FOR CORPORATE COUNSEL®

Where Law, Business and Politics Intersect WEDNESDAY, DECEMBER 4, 2019

The California Club 538 South Flower Street, Los Angeles, CA 90071 (courtesy of Club member Ian Campbell)

SPONSORSHIP REGISTRATION OPTIONS (includes multiple tickets to the Institute and Cocktail Party plus other benefits; visit http://gould.usc.edu/cle/icc for information)

$ 10,000 Platinum Sponsorship $ 5,000 Gold Sponsorship $ 2,500 Bronze Sponsorship (Law Firms only) $ 1,000 Bronze Sponsorship (Corporate Legal Departments or Law Firms with

10 or Fewer Attorneys only)

INDIVIDUAL REGISTRATION OPTIONS (includes one ticket to the Institute and Cocktail Party)

$ 295 Individual Ticket $ 75 Government Employee Ticket $ 75 Full-Time Law Student Ticket

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SELECT PAYMENT METHOD

Check: Mail checks payable to Institute for Corporate Counsel with a completed registration form to: Institute for Corporate Counsel c/o USC Gould Continuing Legal Education 699 Exposition Boulevard, Suite 326 Los Angeles, CA 90089-0071

Enclosed Check # $

Credit Card: Register and pay online at http://gould.usc.edu/cle/icc If you attended one of our recent Institutes, an existing online account is linked to your

email address. Passwords can be reset or sent to you.

Questions? Email cle@law.usc.edu or call (213) 821-3580.

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